Ultimate Scarlet Spider
by Scarlet WebSlinger
Summary: This is my first ever fan fic. I would like reviews and thoughts. I give credit to Blinky500 for giving me the inspiration for this, as well as the beginning. the rating may change later on. And I do not own any marvel characters or ultimate marvel characters. if i add my own peoples then maybe I'll own something. but please enjoy.
1. Chapter 1

Ultimate Scarlet Spider

A FanFiction by: TJ Wayne

*Note that I do not nor shall I own the characters in this fanfic, as well as marvel and ultimate marvel comics.*

Chapter 1: A Slight Problem

The sun dipped down upon Manhattans magnificence. The skyscrapers that could kiss the sky flushed an array of colors, as the sky itself was a purple and orange. It seems so depressing for the bustling New Yorkers below. There are no _thwips_, and no whoots of joy anymore. No brightly colored costume zipping by. No Peter Parker.

For most New Yorkers, the hustle and bustle of the great city is something they could never give up, but Peter died for it. It may be six months since the amazing boy passed, but to a true New Yorker, it feels like an agonizing eternity.

Yes, for most people, they mourn the loss of their hero. However, there are also those who wallow with joy, and seize the opportunity. So as the sun disappears from sight, there are men who scheme. The abandoned where houses on the docks are where are adventures will begin.

* * *

Inside one such place, an elderly man sits in a large leather chair. His dark silk suit, imported. His leather shoes, shined to perfection. His slicked back hair has a touch of grey that matches his eyes. He shakes his head slightly as he clasps his hands together.

"Doctor Warren, are you still with me? Try to stay focused Doc."

The smaller looking man tied to a folding chair opposite of the well dressed man peers up. His hair is a tangled mess. His lab coat has little trickles of sweat on it. His name tag appears, Doctor Miles Warren. Genetic Research. The doctors beady eyes stare up into those of his captures. The well dressed man clears his throat and addresses Warren.

"So, do you want to tell me where the four million dollars I leant you went? Or better yet, the weapon you promised me?"

From behind the Doctor, a young crook wearing all black holds a colt to the back of Warrens head.

"Speak up, or I'll be redecoration the room, with your brains. Chump."

Warren licks his lips and sits a bit more straight in his chair.

"I created something more powerful than any weapon. I have created life," The Doctors grin is followed by a small cackle.

The thug shakes his head and cocks the metallic hammer of the gun back.

"This guys on dope. I say we finish him off right now boss."

"Just wait a moment Anthony," the well dressed man leans toward Warren, his eyes curious.

"Don't play games Warren. What did you do?"

The Doctors smile fades then grows seemingly larger.

"I… Cloned Spider Man. The Parker boy."

"Wait, you did what!?"

Warrens licks his lips once again and replies.

"Several months ago I received a sample of Parkers blood. It was during one of his battles. His blood was everywhere, so I simply collected a sample. Then I cloned him."

The well dressed man stands in disbelief.

"You used my money… to clone the Spider!?"

Warren nods.

"Ok, so where is it? When can I see it?"

The doctor's smile fades as he slowly turns his head away.

"That's the erm… Slight problem. He… Escaped."

"What! You men to tell me, there's 4 million dollars worth of my money out there is New York and you don't know where he is!?"

Warren smiles and shakes his head.

"Its remarkable. The clone has retained Parkers original thoughts and memories, but when I explained that he wasn't the boy, but a clone… he became erratic, emotional. And he escaped, using the powers of his original copy."

The man Anthony rolls his eyes.

"I'm telling you now boss, we should cap him now."

The well dressed man stares at Warren then sits down calmly.

"Ok Warren, you're a smart guy. So where is it going."

"Oh, we don't have to know that. I planted a tracking device in his leg. I know where he is," Warren replies.

The well dressed man nods and lets out a long sigh.

"Ok Warren. Where's the Tracking Device."

The Doctor peers down then up.

"Let me go, and I'll help you track him down."

The man nods to Anthony, and the subordinate un-cuffs Warrens hands. The Doctor then reaches into his coat pocket and pulls out the small tracking device.

"This will bring you to him."

Anthony swiftly grabs the device and fiddles with it. The well dressed man nods as he stands up.

"For your sake, I hope your right."


	2. Chapter 2

Ultimate Scarlet Spider

Chapter 2: Wounded Hearts, Wounded Minds.

Forest Hills, Queens. 3:28 AM.

The crescent moon shows through the clouds above. A lone figure darts from shadow to shadow. A blue hood pulled over his head. Stealing the clothes where against his better judgment, but it was better than running around nude.

The boy thinks about the memories in his head, playing over and over. It seems like a nightmare, and he wonders if he'll ever wake up. Dashing across the street, the hooded boy comes to a stop. He stares at the sign on the front lawn. SOLD.

"I-it can't be," he whispers to no one.

He pulls back the hood, revealing the face of a dead hero. Peter Parkers face. Parker's memories and thoughts. The boy wonders, why? I was really made in a test tube? However, he is not so ready to except this. Turning, he darts back to the shadows. There's still one more chance, he thinks to himself.

* * *

Across town, in the heart of New York, a terrible menace lurks towards the poor boy. His name is Anthony McCreedy. A hired gun for only the most expensive clients. The well built thug mumbles as he is accompanied by a most annoying man. Doctor Miles Warren. A genetic researcher, who happened to clone Spider Man. Anthony, still thinks he should have gotten rid of him. The two men get into a sleek black car and begin to head towards Queens.

"Ok, he seems to be tracking back to his old home. Hmmm, I believe his next course of action will be to go to the cemetery," Warren says.

"Yeah? Well what makes you so sure?" Anthony questions.

Warren grins, that creepy grin. Then he cackles to the remark.

"If you wanted to check if you really died, wouldn't you check a graveyard?"

Anthony blinks a moment, "Err. Yeah…"

* * *

Forest Hills Cemetery 4:00 Am.

"Oh God… Please.. Oh God please…. NO!"

The boy beats his fists against the dew soaked ground. In front of his own eyes, he sees the truth. And the truth is an ugly lie. His life is one long and terrible lie.

"Damn it. Why? What am I supposed to do?" He screams to the heavens, to himself, to his dead counterpart.

How can fate be so cruel?

Suddenly, a tingling sensation catches the clone's attention. He quickly turns to find a sleek black car, pulling into the graveyard. The boy swiftly leaps away, towards the gates. The car close behind him, the headlights blaring his vision partly.

"Shit," he says as he leaps over the gates and onto the road. Looking around, he uses his powerful muscles to jump his way onto a nearby building. His muscles can feel it. The memories flood back to them as he scales the building effortlessly.

"Go! GO! He's getting away!" Warren screams to his driving counterpart.

"Shut up! We'll get him ok?" Anthony snaps back.

The black car speeds down the streets after the clone.

"Ok… So where's he going Warren?"

"He's heading north, now west. Oh this is superb! He's absolutely magnificent! HAHAHA!"

McCreery is creeped out by the Docs enthusiasm. They press on, after the clone. The six cylinders pumping hard, as the street light whiz by like tiny atomic particles. McCreery doesn't like failure, and he's a slight sore loser as well.

"STOP!" Warren cries out.

SKREeEeeeeeee. The car's tires come to a startling stop. Anthony peers over at the doctor.

"What is it?"

Warren blinks and looks at the tracking device still in his hands, then at the area.

"He stopped."

The duo peered out of the window. In front of them was a half crumbled building. Anthony moved the car towards the empty parking spaces.

"His signal is coming from inside there," Warren squeaked.

"My God! If you don't shut up, I swear I'll cut your tongue out," Anthony replied with a dark humor.

Exiting the car, the two made their way to the broken building's entrance. The place had obviously seen better days. The doors were hanging half off their hinges. Most of the windows that could be seen were busted out. Shards of glass and cigarettes filled the surrounded area. The two passes a broken down sign as they headed inside towards a flight of stairs.

Osco-.

* * *

They quickly moved up the stairs towards the upper floors. The Doctors face buried in the tracking device, McCreery stayed steadily behind him, his shiny Colt in his hands. They came to a halting stop and peered toward a open double doors. The two entered cautiously. It surprised them to find that they were so high up. Walking on a rusty walkway, and down below sat a vat of chemical that had long since been abandoned. The stench was terrible. Warren moved quickly and peered up, even higher than them. On the rafters above sat the clone of Peter Parker. In his hands was a broken piece of glass, while his leg dripped blood down. He peers down at them before tossing the tiny tracer into the vat below.

Warren grins and slowly moves toward the boy.

"My dear boy, you are remarkable! More so than I ever thought possible!"

Anthony rolls his eyes and pushes Warren aside.

"Look kid, by now you realize you ain't the real deal. So why don't you just come with us, and we can make sure, nobody pokes and prods you. Huh? What ya say?"

The boy stands and shakes his head.

"I may be a clone, but I'm no idiot, and that's clearly code for, 'Come with us, so we can poke and prod you,'" The boy remarks.

Warren looks to Anthony, before moving to the nearby ladder. The Doc begins to climb up it towards his creation, high onto the rafters above.

"I gave you life! I am your father! I and I alone can understand you son. Now just come to daddy!"

McCreery quickly follows after the Warren.

"Get back here you moron, this isn't what the boss wants us to do!" he calls to his partner.

The clone stares at the two.

"I'll leave you two love birds to figure this one out on your own."

With that, they boy leaps out the nearby windows, a small trickle of his blood falling down into the vats of chemicals.

"Nooo!" Warren cries grabbing for the blood.

The rafters shake under them. Anthony stares at Warren.

"Stop! Don't move, we need to ge-!"

His sentence is cut short as the rafters crumble and down, down they fall. Into the chemicals below. The screams of the two are not heard by anyone. For the clone is long gone.


	3. Chapter 3

Sorry the new chapters short and late. But hey! It's important. ENJOY! Or die… JK JK.

* * *

Chapter 3: Road to Nowhere

Forest Hills, Queens, New York.

7:39 PM

For the past three weeks he's been there. The dark blue hoodie pulled tight over his head. Most would have thought him some sort of criminal. Called the cops and have him taken away. But he isn't a criminal. He isn't a nobody either. He has a face, even if it's not his. He has a name, even if it's on a tombstone. And he has thoughts and feelings like everyone else, and he's damn sure those are his own.

The clone of Peter Parker silently watches her. He sees flashes of her red hair. He gets a whiff of her scent every so often. But he dare not make his presence known to her. He doesn't want to freak her out, but part of him yearns to hold her and cry. Then again, he understands he won't, and can't. Peter Parker is not, and he is not Parker. So he says his silent final goodbye as he slips into more shadows and walks into a new future he knows will be forged from his own spark of life.

* * *

His mind ponders on the many things he could do. Leave New York, commit suicide, walk off into the wilderness to become a drooling bumbling Cro-Magnon man. The last one almost makes him smile. Then the line hits him, hard. Harder than any Electro shock, or Pumpkin blast could hit. The words that one man spoke creeps into his thoughts and he finds himself stopped. Standing absolutely still. Its him and the words.

* * *

_With Great Power, Comes Great Responsibility._

* * *

He takes a breathe, and lets it out nice and slow. Then he turns towards what little sunlight is left to be seen. He feels a warm breeze touch against his face, and then, he feels at ease. Some weeks ago he was created in a test tube, and now he's out and about. On his own.

"Kids grow up so fast," he say's to himself jokingly.

He realizes that he can't stop. Won't stop. He may be his own person, but that won't change the fact that he still has a sense of right and wrong. And what he knows is right is what he lets drive him forward. Even if he never met the man physically, he can still hear Uncle Ben. He can still feel that pain that the REAL Peter felt when he was killed. With all this pent up aggression, what's a super powered teenager to do?

"Hmm, You gotta do what ya gotta do," The clone whispers.

But no one said it'll be easy.

* * *

1 Month Later.

12:53 AM New Apartment.

"Reilly… Benjamin Reilly."

That's what he thought as he slipped on the full red suit. It felt good. He looked into a mirror and thought about it a moment. His once long brown hair was now short, and Blonde. He hoped that would be enough, but something else was missing.

"It's not done yet." He murmured.

Ben looked around the room to the blue hoodie laying sprawled out on the floor. He smiled as he picked it up and laid it down onto the messy twin sized bed. He nodded to himself as he ripped the sleeves right off. He then proceeded to use a black sharpies to doodle a long black spider diagonally on the front and back. Their long legs joining together at the shoulders and side. Ben slipped it on over the full red suit and looked back at the mirror.

"Ok so its abit rough around the edges. At least it's not a symbiotic psycho that wants my brains." Reilly said aloud.

He then picked up the red mask and slipped it over his head, it felt good. It felt right. The white eye pieces where larger than on the old red and blues. And his web shooters where no longer hidden under his gloves. He also added a brown utility belt to store different types of web fluid. Now he hoped the media wouldn't have a field day with naming him something dumb. Like say The Spectacular Spider Stealing Themed Vigilante.

"Nah," Ben told himself turning towards the open window.

"I like the sound of Scarlet Spider."

And with that, and a small press against the tiny pressure plate that sent a long strand of web towards another building with a _Thwip_, The Scarlet Spider set out into his first night.


	4. Chapter 4

Chapter 4. Strange Encounters.

* * *

_Thwip._ A long strand of web fluid shot from the silver shooters of The Scarlet Spider. He whooped aloud as a feeling of absolute joy welled up inside his gut. His body twisted in the air as another strand shot to a nearby Manhattan ledge, and he swung around a corner and landed on a ledge near the Brooklyn Bridge. He grinned under the bright red mask of his. _God,_ he thought to himself silently.

"I never knew how invigorating this would be!"

He gave a loud holler before jumping off the ledge back towards the street below, some 20 stories. With the speed and precision of his honed sense, he shot the web fluid and swung off in the distance. Only a month into his life as the Scarlet Spider, and man was it great. Little does our hero know, that the shadows are never far behind. He knows this all too well from _His Other_ memories. So our hero swings down into a dark secluded alley to slip into another attire. More precisely, his new identity, Benjamin Reilly. His blonde hair was cut short, but left enough bang. His bright blue shirt was tucked into brown khaki pants. He slipped into a pair of sneakers and glanced at the time on his pager.

"Oh crap! I'm gonna be late!"

* * *

Ben stuffed his mask, gloves, and hoodie into a small backpack that he slung across his shoulder and buttoned his newly acquired shirt. He bolted from the alley and into the local diner he was able to get a job at. Without too many questions I may add. The Home of Pancakes, the sign read above. Ben slipped inside and looked at the woman sitting behind the counter. She looked the kid up and down and nodded her head.

"Good job Reilly. You're on time today," she said in a humorous tone.

Ben let out a sigh of sweet relief and grabbed an apron, tying it around his waist. He glanced over at a few customers and sighed softly. He could only hope, nothing would go down while he was making rent money.

_Ding! _ The small bell sounded as the door opened, and in walked a young looking female. specimen. Her eyes were dark, and her raven hair flowed casually down her back. Her tight black pants fit snuggly over her womanly hips. And her black top complemented her fully grown bust. If Ben had been more careful, he wouldn't have stared so hard and walked right into a wall. The woman stared at him before moving close beside him. Then she did something quite peculiar in Ben's mind. She began to sniff him. Taking in his scent. He stared at her for a moment before she looked into his brown orbs.

"Errr, can I get you a coffee? Or perhaps a latte?" He asked trying not to seem too weirded out.

She looked him dead in the eye and spoke. Her voice was almost monotone. But what she said made his blood freeze, and his heart skipped several beats.

"Parker… Peter Parker," She whispered to him.

He blinked once before moving back behind the counter.

"I'm sorry mam, but my name is Ben. Ben Reilly," he looked up at her and bit his lip trying to think of how she would even know.

"No… You smell like Spider," She spoke calmly, very assure of herself.

He quickly turned and yelled back to his boss.

"Taking my lunch boss, be back in 30!"

* * *

With that he grabbed hold of the girl who was now majorly freaking him out now, and led her to the back alleyway. He then let her arm go and stared at her.

"Who are you," He spoke with a firm voice.

She stared at him then nodded slightly and held up her hands. _Shink! _ Out came two claws on each hand. Each laced with Adamantium. Ben stands gawking. Many things came to his mind as he looked more closely to who she resembled. I'm pretty sure his thoughts were as followed,

'Holy Shit! Ok ok ok! Is she like… Wolverines Daughter? O.o Wait…. Did Logan even know? Wait… How does she know me? And… again…. Could Logan even produce such a hotty?'

Ben stood there, mouth opened wide as he stared at the girl. Then he smacked himself on the face hard which made the woman blink and stare at him as if he were mad. Reilly took a deep breath before staring at her again.

"Ok… So, do you have a name?" He asked her.

She stared a moment then nodded her head, "Laura. My mother named me Laura before she died."

He stared and nodded softly as he thought for a moment.

"Errrr, and, your dad?" He asked hoping to not make her mad.

"Logan is dead as well. But he said to find Peter Parker if I ever needed help."

Ben took a step back and didn't move. He looked at Laura, unsure of how to tell her. That he wasn't the boy she was looking for. Parker looked like he was 15, but Reilly was aged to be at least 20. He was still unsure. Although he felt a lot older.

"I'm sorry to tell you this Laura. But Peter Parker died. He died saving his family," Ben spoke with a hint of hurt in his voice.

Talking about the matter still stung, even if he was just a genetic copy. Laura looked at Ben with a small hint of curiosity, and then he continued.

"My name is Ben Reilly. I know I look and smell like Peter, but it's because I'm his clone. I'm not really him Laura," He looked at her, and he felt genuinely sorry that he had to tell her this.

Laura gave him a stern look then nodded. She turned her head to the sky as if lost in thought. But about what, was anyone's guess.

"Then I will stay with you Reilly," She spoke as if it were a casual thing.

* * *

Ben's eyes grew wide and he stood mouth wide open again and shook himself out of it.

"Wai- What? I thought you were looking for Parker. I'm not him," He replied to her statement in shock.

She stared at him with her dark eyes. She nodded her head before leaning in close to Ben, her lips were then pressed against his and he felt himself flush red, unsure of what exactly was going on anymore.

"I have nowhere to go to now," Laura spoke softly pulling away from him.

"My father told me that I could trust Peter Parker, if anything ever happened to him. And if he is deceased, then you shall have to suffice."

Ben wasn't sure how to reply, he couldn't believe this strange girl, whom he knew little to nothing about, had one. Just kissed him! And two. Wanted to live with him. All in all, things could not have gotten weirder. Well, if Logan's ghost showed up to kick his ass for the kiss she had just given him then it may have gotten slightly stranger. But Reilly thought that it may have been more of a help. He just nodded and turned to walk down the street, Laura following behind as he showed her where his apartment was located, and that she could get in through the fire escape and his unlocked window. After she had displayed amazing agility and skill ascending the fire escape with ease and disappeared through his window, Ben stood and blinked. He turned and walked back to his coffee diner job, while his mind yelled at him for being stupid and completely incompetent enough to let a stranger stay at his home.

** Finally got the fourth chapter up and running. Please Enjoy and Rate! If you don't like it, ok. If you do like it. Thanks!**


	5. Chapter 5

I'm Sorry this has taken to long to put up, but now that I've found a creative spark and direction for Benny boy, I have found the inspiration to write more! Please read and review, the good, the bad, the whacky. Hell. Just enjoy! or not.

Chapter 5. Confrontation

Reilly's Apartment: 9:35am

Ben Reilly snored softly as he slowly turned over to make himself abit more comfortable, he was met by something soft and firm. His mind wondered to pillows and sheep as he nuzzled his head in between the softness. Opening an eye he peered up to find none other than Wolverine's daughter staring at him. She opened her mouth to speak, but Ben had already jumped away from the woman. He freaked and quickly shook his head, his face a deep scarlet (Pun intended) as he figured out where his head had been. Laura yawned as she got out of Reilly's bed; she wore nothing more than her undergarments, which to Ben's confused thoughts, made his situation worse. He groaned as he remembered he had agreed to let her stay with him. Two super powered beings of the opposite gender sharing a roof. One of which who happens to have claws that could cut certain parts off whenever she deemed necessary. Poor Ben had just began to get his life together, and now he was certain to be destined for neutering.

Laura looked to Ben then she disappeared into the bathroom. A good fifteen minutes went by before she came out wearing nothing but a towel and her hair soaked. Reilly slapped himself in the face as he turned to head into his kitchen. Could this girl seriously be so dense to see that she made him uncomfortable? Reilly pulled out two bowls from his cabinet and filled them both with whirly loops cereal and milk. Laura came out of his bedroom fully clothed and stared at Reilly then at the bowl he had set aside for her.

* * *

"Reilly, do I make you uncomfortable being here?" She asked.

Ben choked a bit on the cereal bits in his mouth, then he swallowed them down and looked at her.

"Well not really, I mean.. Just three days ago you show up and ask to live with me, then you kiss me. And well, you only make me uncomfortable when you sneak into my bed, half naked, and I wake up with my face between your… ummm delicates…"

Laura looked at him as if he were stupid, she didn't really get this guy. She was just doing as she had always done. Whenever she slept, it was in her undergarments.

"I apologize if I have offended you in any way," She spoke bowing low.

Ben quickly got up from the table and shook his head.

"Wait, you don't have to apologize for anything, could you just tell me why you keep sneaking into my bed every night?"

Laura looked deep into Ben's eyes, her face straight and stern, as Ben gulped, hoping to here an answer that wouldn't be awkward.

"You have nightmares when you sleep, so you toss and turn. But if I sleep next to you, you seem to sleep fine," she spoke calmly and Reilly's eyes widened.

Ben hadn't realized his nightmares where that bad. He sighed and looked at Laura and frowned slightly.

"Well, if you plan on staying here, we better find you some clothes.. Like P.J's for instance," Reilly replied to her.

* * *

Ben and Laura wondered about the local thrift store. They spied little things that Laura became curious about, then Ben would tell her, that's a video game, or that's a stuffed animal. When they finally got to any sort of clothing Ben already felt worn out.

_If this is what being married feels like, then boy do I feel sorry for them… Well I guess it's not that bad… _

Ben yawned as he leaned against the wall, waiting for Laura to come out of the changing room. She came out with a bright red and lacy bra, and matching panties. Reilly jumped up, his face a deeper scarlet than the morning before. He quickly hid his eyes as he shook his head. Other people began to stare as Laura walked casually to Ben.

"Will this suffice as you say, P.J's?" her face never changed expression.

Ben quickly removed his jacket and placed it over her body, covering her from the peoples stares, and glares.

"That, wasn't exactly what I had in mind. Look, we nee-," Reilly stopped dead in his tracks and quickly turned around, 5 large men with ski masks pulled over their faces fired shots into the air.

* * *

People screamed as they quickly dived to the ground, the gang of thugs proceeded to yell at the group of people to hand over any money and valuable items they had. Reilly silently slipped into the changing room as Laura stood there staring at the thugs, still half naked. One of the thugs eyed her lecherously and pointed her out to his friends. They grouped around her and whistled to her. Laura rolled her eyes as one reached out to her, she quickly gripped his arm and turned it up and, _SNAP!. _The thug backed away yelling out loud, his arm was pointing in a weird angle, the others backed up and aimed their guns to the girl who had hurt their friend.

"Stupid bitch! Kill you fo that!"

_Thwip! _A strand of webb fluid stuck the man's gun and it was pulled away from his hands, the others looked up to their own horror. A man in bright red, with a blue hoodie was sticking to the ceiling. Now where had they seen that before? The four remaining thugs backed away even more as sweat began to build under their masks. They were now knee deep in a pile of your screwed.

It was over in less than a minute, to Reilly's surprise, he hadn't forgotten anything Peter had learned. He quickly used his webbing to gunk up they weaponry, and when they tried to run he was in front of them in an instance, with a large load of webbing ready to wrap them up like Christmas presents. The crowd looked onward and shouted praise to this hero who had saved them. The five thugs sat there wrapped up in webbing, feeling hopelessly scared. Finally one plucked up the courage to face towards this strange crusader.

"W-who the hell are you!? Parkers dead! The Spiders dead!" he shouted out.

Reilly looked over at Laura who stood waiting for him to finish. Then he turned to the thug and shook his head.

"Parker lives on as long as there are hero's willing to stand up and fight in his honor. I am The Scarlet Spider, and you'll remember it when your locked away," Reilly turned and shot out a strand of webbing and disappeared out a nearby ceiling window. He landed on a rooftop and breathed out heavily. A few minutes later Laura landed beside him, finally fully clothed again. She quickly walked to Ben and not letting him say a word, she slipped his masked off and kissed him hard. This time she didn't stop, but neither did Ben. He pulled her into his arms and held her there.

* * *

S.H.I.E.L.D carrier: (Off the cost of Manhattan) 9:24 p.m.

Nick Fury sits in his leather chair, he replays the footage over and over on his computer screen. His eye narrows and he slowly gets up and pushes a button on his comlink.

"Hey, need something Fury?" The voice asks over the frequency waves.

"Yeah, I want all the info you can get on this new guy. The Scarlet Spider. I want to know who the hell he is."

"Not a problem sir, I'll get a track on him, Coulson out."

And the com goes dead.


	6. Chapter 6

I present to you! Ch.6 and all its twisted and strange glory. now we got a story going whoop whoop! Please read?

Chapter 6: S.H.I.E.L.D & A Spider

Lower Manhattan Area: 9:46 pm.

The Scarlet Spider, Ben Reilly swung along the strong webb high above the crowds below. He stayed silent as he landed onto the side of a nearby building. He quickly skittered up the side until he came to the rooftop and jumped onto it. Suddenly a buzzing warn wracked his head and he looked up to find himself, face to face, with a… a small Spider-Man? The smaller boy looked up at the larger Spider. His costume was a deep scarlet, and he wore a hoodie? Talk about lack of thought much? Reilly cleared his throat as he stood up straight and stared at the younger Spider. His costume was black, with red webbing. Ben had to admit, he felt a little jealous. This kids costume was way cooler than Peter's old Red and Blues.

* * *

"Ummm… So, is this some sort of test or are you another spider powered hero too?" The younger boy asked, unsure whether he should be scared or just nervous.

Ben's thoughts snapped back to reality and he cleared his throat and took a step back.

"Err, Well, I'm not exactly sure how to answer that one kid," Reilly rubbed the back of his neck and watched the young Spider.

"Well. You're the Scarlet Spider right? I saw some videos of you on the news the other day. When you saved those people in that store," The young boy seemed, enthusiastic.

Reilly smiled slightly under his mask, then he walked over to the boy and held his hand out.

"Yeah, and I'm guessing you're the new Spider-Man. I've been hearing about you for a few months now."

Miles Morales, the new Spider Man. Since Peter Parker had died, he has tried his best to take up the mantle of the great hero. Ever since his encounter with an alternate reality Peter, he had grown more confidence. He even had a pair of his own web shooters now, and most of all, Parker's blessing. Miles nodded and took the Scarlet Spider's hand and shook it.

"I've just been doing what I think Peter Parker would want me to do," Morales answered.

Ben grinned under his masked and he nodded his head, "Well I think you're doing a damn good job."

* * *

Almost thirty minutes had passed since the Spider's had begun their conversation, and Reilly was surprised. This kid was under S.H.I.E.L.D's eye. He was being trained by Captain America himself, and Nick Fury seemed to like him well enough. Although Ben knew it would only be a matter of time until he got onto their radar. Morales suddenly jumped up and cried out.

"Oh no! I'm late! Crap, I'm supposed to be asleep right now, I have school tomorrow. It was nice meeting you."

With that, the young Spider Man shot out a web strand and swung away. Ben smiled and nodded his head. Then he swung away.

* * *

Reilly's Apartment: 11:19 pm.

Ben jumped through his open window and sighed in relief. He pulled his mask off as he walked into his bedroom. Laura laid there on his bed, ever in her undergarments. She held onto a pillow and slept soundly. Reilly smiled as he slipped into his bathroom to shower. He came out a few minutes later and Laura looked up at him.

"Hey, Sorry I was out longer than I expected," He said as he walked over to her.

She nodded her head as Ben slid into the bed beside her. She softly laid her head onto his chest and yawned. Despite this odd relationship, Ben had to admit it was nice. He had learned a lot about Laura since their first encounter. She too was a clone. Despite she was grown inside her mother, she was a lot like him. They both had nowhere to go, no one to really care for. So, this seemed better than being alone. As Ben slowly drifted off to slumber land, Laura gripped him tight. He hoped this wasn't going to end.

* * *

8:34 am.

Reilly woke to a knock at his apartment door. He slowly rose up and saw that Laura was already up and heading to the door. Ben quickly followed after her, but a little too late. Laura swung the door open, her bright lacy undergarments took Phil Coulson by surprise. He stumbled back and quickly tried to get him composure back.

"Umm… Ahem. Is a Ben Reilly living here?"

"Ben, there is a man here to see you," Laura called to him.

Ben quickly walked to the door stopped when he saw, Agent Phil Coulson. S.H.I.E.L.D was already aware of him, and they has sent Coulson to check him out. Reilly sighed and nodded.

"Come on in Coulson," he spoke quickly.

Phil stared at Reilly for a moment then nodded as he walked into the small apartment.

"So, why do you know my name Mr. Reilly, and further more, where exactly did you come from?"

Ben looked over at Laura before he replied.

"Laura, how about you go take a shower and get dressed, I have to talk to Mr. Coulson."

She nodded and walked back into the bedroom. Reilly sat down into a chair and looked at the S.H.I.E.L.D agent.

"Honestly, I'm not sure how answer that," Reilly said to Coulson.

"Try me," Phil replied.

"Alright, hypothetically speaking, what if I were a clone of the original and now dead Peter Parker, but as I realized that Parker is deceased I decided to take my own name and try to live my own life, but because of the words of my, I mean Peter's Uncle Ben, I find myself still wanting to use my powers to help people, so I made a new costume and new identity to continue and fight as my own hero," Reilly spoke aloud and stopped.

Coulson clicked his tounge and stood still a moment, processing this information.

"Alright, say your story is true, how do you explain the fact that your clearly older than Peter was?" Coulson asked.

Reilly shrugged his shoulders and replied, "I'm still trying to figure that one out. But I've retained all of Peter's memories."

Phil nodded his head and rubbed the back of his neck, he definitely was not expecting a clone of Peter Parker. Unsure of how to handle this situation he looked to Reilly.

"Would you mind if I asked to come with me to the S.H.I.E.L.D H.Q?"

Reilly frowned and thought for a moment. He knew he wouldn't be able to fight off S.H.I.E.L.D, The Avengers, and anyone else they could throw at him. he nodded his head and Laura came out of his bedroom, clothed, and she walked to Reilly.

"I will go too," She spoke firmly.

Coulson eyed this peculiar girl, something was definitely familiar about her.

"I'm not sure that would be such a good idea," Phil spoke back to her.

Laura looked at him, then she held up her hand and two sharp claws came protruding out of her hand. Coulson blinked then he shook his head and rubbed his eyes.

"Umm, This is Laura, she's Wolverines daughter," Reilly spoke to Phil.

Laura hugged onto Ben tightly and looked at Coulson.

"I want to go with you," She spoke again, more firmly.

Coulson sighed and quickly nodded, how could he not bring her now?

"Alright alright, you can come too. We just need to sort this stuff out, and I need a well payed vacation for this."

The three left Reilly's apartment and got into a car outside. Ben held onto Laura as he was not sure how he was going to look in Fury's eye. And even worse, how was he supposed to face, everyone who new Peter Parker?


End file.
